**Exhibit 2.2**

 

**AMENDMENT TO**

**PURCHASE AND SALE AGREEMENT**

 

**THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT**(**“Amendment”**), dated as of January 31, 2008, is by and between**Lamamco Drilling Company, LP** (**“Seller”**)and **Linn Energy Holdings, LLC** (**“Buyer”**).

 

W IT N E S S E T H:

 

WHEREAS, Seller and Buyer are parties to that certain Purchase and SaleAgreement, dated as of December 20, 2007 (the **“Agreement”**),pursuant to which Seller agreed, on the terms and subject to the conditionsdescribed therein, to sell, assign and convey to Buyer certain oil and gasinterests as described therein and referred to therein as the **“Assets”**; and

 

WHEREAS, the Seller and Buyer desire to amend the Agreement as setforth herein;

 

NOW THEREFORE, in consideration of the premises and of the mutualcovenants herein contained, the receipt, adequacy and legal sufficiency ofwhich is hereby acknowledged, and intending to be legally bound hereby, theparties hereto agree as follows:

 

1.            Terms Defined in the Agreement.  Unless the context otherwise requires orunless otherwise expressly defined herein, the terms defined in the Agreementshall have the same meanings whenever used in this Amendment.

 

2.            Amendment.

 

2.1.        Section 2.5of the Agreement is hereby amended to read as follows:

 

“Section 2.5           No Conflicts  The execution, delivery and performance of thisAgreement by Seller, and the transactions contemplated by this Agreement willnot (i) violate any provision of the formation documents or partnershipagreement of Seller, (ii) result in default (with due notice or lapse oftime or both) or the creation of any lien or encumbrance or give rise to anyright of termination, cancellation or acceleration under any of the terms,conditions or provisions of any note, bond, mortgage, indenture, license oragreement to which Seller is a party or which affect the Assets, (iii) violateany judgment, order, ruling, or decree applicable to Seller as a party ininterest, (iv) violate any Laws applicable to Seller or the Assets, exceptfor (a) rights to consent by, required notices to, and filings with orother actions by any Governmental Authority where the same are not requiredprior to the assignment of oil and gas interests, (b) any notification ofor consent, approval or authorization of any Native American tribes or nationsand (c) any matters described in clauses (ii), (iii) or (iv) abovewhich would not have a Material Adverse Effect.”

 

2.2.        Section 3.1 of theAgreement is hereby amended to read as follows:

 

“Section 3.1           Existenceand Qualification  Buyer is a limitedliability company organized, validly existing and in good standing under thelaws of the state of its 

 

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formation; and Buyer is duly qualified to dobusiness as a foreign corporation in every jurisdiction in which it is requiredto qualify in order to conduct its business except where the failure to soqualify would not have a Material Adverse Effect on Buyer or its properties;and Buyer is or will be at Closing duly qualified to do business as a foreignlimited liability company in the respective jurisdictions where the Assets tobe transferred to it are located.”

 

2.3         Section 3.2of the Agreement is hereby amended to read as follows:

 

“Section 3.2           Power  Buyer has the requisite power to enter intoand perform this Agreement and consummate the transactions contemplated by thisAgreement.”

 

2.4         Section 3.3of the Agreement is hereby amended to read as follows:

 

“Section 3.3           Authorizationand Enforceability  The execution,delivery and performance of this Agreement, and the performance of thetransaction contemplated hereby, have been duly and validly authorized by allnecessary action on the part of Buyer. This Agreement has been duly executedand delivered by Buyer (and all documents required hereunder to be executed anddelivered by Buyer at Closing will be duly executed and delivered by Buyer) andthis Agreement constitutes, and at the Closing such documents will constitute,the valid and binding obligations of Buyer enforceable in accordance with theirterms except as such enforceability may be limited by applicable bankruptcy orother similar laws affecting the rights and remedies of creditors generally aswell as to general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).”

 

2.5         Section 3.4of the Agreement is hereby amended to read as follows:

 

“Section 3.4           NoConflicts  The execution, deliveryand performance of this Agreement by Buyer, and the transactions contemplatedby this Agreement will not (i) violate any provision of the certificate offormation or the limited liability company agreement of Buyer, (ii) resultin a material default (with due notice or lapse of time or both) or thecreation of any lien or encumbrance or give rise to any right of termination,cancellation or acceleration under any of the terms, conditions or provisionsof any note, bond, mortgage, indenture, license or agreement to which Buyer isa party, (iii) violate any judgment, order, ruling, or regulationapplicable to Buyer as a party in interest, or (iv) violate any law, rule ordecree applicable to Buyer or any of its assets, or (v) require any filingwith, notification of or consent, approval or authorization of any GovernmentalAuthority, except any matters described in clauses (ii), (iii), (iv) or (v) abovewhich would not have a Material Adverse Effect on Buyer.”

 

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2.6         Section 3.12of the Agreement is hereby amended to read as follows:

 

“Section 3.12         Qualification

 

                (a)           AtClosing, Buyer will be, and thereafter shall continue to be, qualified to ownfederal and state oil, gas and mineral leases in all jurisdictions where theAssets to be transferred to it are located, and the consummation of thetransactions contemplated in this Agreement will not cause Buyer to bedisqualified as such an owner. To the extent required by the applicable stateor federal government, Buyer will have at Closing, and will continue tomaintain, lease bonds, area wide bonds or any other surety bonds as may berequired by, and in accordance with, such state or federal regulationsgoverning the ownership of such leases.

 

                (b)           AtClosing, Buyer’s Affiliate, Linn Operating, Inc., will be, and thereaftershall continue to be, qualified to assume operatorship of federal and stateoil, gas and mineral leases in all jurisdictions where the Assets are located,and the consummation of the transactions contemplated in this Agreement willnot cause such entity to be disqualified as such an operator. To the extentrequired by the applicable state or federal government, Buyer shall cause LinnOperating, Inc. to obtain before Closing, and to continue to maintain,lease bonds, area wide bonds or any other surety bonds as may be required by,and in accordance with, such state or federal regulations governing operationof such leases.”

 

2.7         Section 5.1of the Agreement is hereby amended to read as follows:

 

“Section 5.1           Inspection  On or after the date this Agreement isexecuted, Buyer shall have the right to enter upon the Assets at its sole costand risk for the purpose of an inspection of the Physical Conditions of theAssets which are operated by Seller. “Physical Condition” as used herein meansthe condition of the Assets, including without limitation, equipment in itscurrent state of maintenance and repair, the presence of abandoned oil and gaswells, water wells, sumps and pipelines, whether known or unknown by Seller.Prior to such inspection, Buyer shall Schedule an appointment with theparty shown in Section 16.7. Provided, however, that at all times Buyer ispresent upon the Assets, Buyer shall be accompanied by an individual designatedby the party listed in Section 16.7.”

 

2.8         Section 6.1 of the Agreement is herebyamended to read as follows:

 

“Section 6.1           Inspectionand Assessment of Environmental Condition(s)  Subject to theconditions set forth herein, Buyer shall have access to the Assets, Seller’spersonnel, and the books, records and files of Seller (subject to the provisions of Section 12.3below) relating to the Assets until five (5) days prior to Closing forthe purpose of inspecting the Assets and conducting such tests, examinations,investigations and assessments as may be necessary or appropriate in Buyer’sopinion to evaluate the Environmental Condition of the Assets; provided, 

 

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however, that prior to conducting any tests on theAssets, Buyer shall schedule an appointment with the party shown in Section 16.7and Buyer shall be accompanied by a representative of Seller and suchrepresentative shall be available to Buyer during normal business hours and atother reasonable times. “Environmental Condition” as used herein means anycondition relating to the Assets that contaminates soil, sediment, air, wateror groundwater in a manner that violates any applicable law, regulation,ordinance, rule or order in effect and as interpreted and enforced beforethe Effective Date. Changes in, or changes in interpretation of, any law,regulation, ordinance, rule, order or permit on or after the Closing Date shallnot provide the basis for an Environmental Condition even if such changes aremade retroactive.”

 

2.9         Section 7.6of the Agreement is hereby amended to read as follows:

 

“Section 7.6           Limitationon Seller’s Indemnity Obligations  Sellershall not be obligated to Buyer (for indemnification or otherwise) under Section 7.3(d) exceptto the extent, if any, that the aggregate of all of claims for Damages arisingunder Section 7.3(d) exceeds one percent (1%) of the Purchase Price(the “Indemnification Deductible”), and then Seller shall be liable only forall such claims for Damages in excess of the Indemnification Deductible up to amaximum amount of fifteen percent (15%) of the Purchase Price (the “IndemnificationCap”).  Notwithstanding the forgoing,Buyer shall not be entitled to indemnification under Section 7.3(d) for,and Damages shall not include, (i) loss of profits, whether actual orconsequential, or other consequential damages suffered by Buyer or itsAffiliates, or any punitive damages (other than loss of profits, consequentialdamages or punitive damages suffered by third persons for which responsibilityis allocated between the parties), (ii) any liability, loss, cost,expense, claim, award or judgment to the extent resulting from or increased bythe actions or omissions of any indemnified party after the Closing Date or (iii) exceptwith respect to claims for any Retained Seller Litigation or Seller EmployeeLiabilities, any liability, loss, cost, expense, claim, award or judgment thatdoes not individually exceed $50,000.”

 

2.10       Section 8.1(a) ofthe Agreement is hereby amended to read as follows:

 

“              (a)           expendany funds, or make any commitments to expend funds (including entering into newagreements which would obligate Seller to expend funds), or otherwise incur anyother obligations or liabilities, other than (i) for amounts less than$50,000.00, (ii) to pay expenses or to incur liabilities in connectionwith routine operation of the Properties after the Effective Date and (iii) inthe event of an emergency requiring immediate action to protect life or preservethe Properties;”

 

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2.11       Section 8.12(b) ofthe Agreement is hereby amended to read as follows:

 

“              (b)           Sellershall notify Buyer promptly after Seller obtains actual knowledge that anyrepresentation or warranty of Buyer contained in this Agreement is untrue inany material respect or will be untrue in any material respect as of theClosing Date or that any covenant or agreement to be performed or observed byBuyer prior to or on the Closing Date has not been so performed or observed inany material respect.”

 

2.12       Section 10.3of the Agreement is hereby amended to read as follows:

 

“Section 10.3         JointBilling Audits, Credits, and Advances Seller shall be responsible for the conduct and settlement of all jointbilling audits which relate to accounting periods prior to the Effective Date.Buyer shall be responsible for the conduct and settlement of all joint billingaudits which relate to accounting periods after the Effective Date. Any creditsor advances received by Buyer after the Effective Date attributable to expensespaid prior to the Effective Date shall be reimbursed to Seller by Buyer. Anyunapplied credits or advances received by Seller after the Effective Dateattributable to expenses paid after the Effective Date shall be reimbursed toBuyer by Seller. The parties agree to provide reasonable access to records intheir possession and control during normal business hours for the purpose ofconducting audits and to reasonably cooperate with such audit efforts;provided, however, that neither party shall have the authority to extend theperiod for conducting any audit that affects the other party’s period ofownership.”

 

2.13       Section 12.2(k) of the Agreement ishereby amended to read as follows:

 

“              (k)           Sellershall deliver evidence of the authority of the Person(s) executing thisAgreement and the Assignment and Bill of Sale to execute such agreements onbehalf of Seller.”

 

2.14       Section 12.3 of the Agreement is herebyamended to read as follows:

 

“Section 12.3         Files  Notwithstanding Section 12.2(c) orany other provision of this Agreement, Seller shall, at or within ten (10) daysof the termination of the COMFS, provide Buyer with either paper or electroniccopies or originals, of the Records, Leases, Contracts, Surface Contracts andamendments and correspondence related thereto. Seller shall retain at itsoption copies of all original files and shall have no obligation to furnishBuyer any data or information that Seller cannot provide Buyer because ofthird-party restrictions on Seller or that does not directly pertain to theAssets.”

 

2.15       A new Section 12.4 is hereby added tothe Agreement after Section 12.3 as follows:

 

“Section 12.4         Vehicles  Notwithstanding Section 12.2(c) orany other provision of this Agreement, Seller shall, at or within ten (10) daysof the termination of the 

 

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COMFS, convey all right, title and interest ofSeller in the vehicles described in Section 1.1(j) and Schedule 1.1(j) (the“Vehicles”) for consideration already paid to Seller under the Agreement.  At such time, Seller shall execute,acknowledge and deliver to Buyer an Assignment and Bill of Sale of the Vehiclesand such other instruments of transfer and assignment necessary to convey toBuyer the Vehicles in the manner contemplated by this Agreement.”

 

2.16       A new Section 12.5 is hereby added tothe Agreement after the new Section 12.4 as follows:

 

“Section 12.5         Lettersin Lieu  Notwithstanding Section 12.2(e) orany other provision of this Agreement, Seller and Buyer shall, within ten (10) daysof the Closing, execute, acknowledge, and deliver transfer orders or letters inlieu thereof directing all purchasers of production to make payments ofproceeds attributable to production from the Assets to Buyer.”

 

2.17       Section 14.1(b)(v) of the Agreement ishereby amended to read as follows:

 

“              (v)           Theamount of any advances paid to Seller as operator and held by Seller asoperator as a working fund pursuant to the applicable joint operatingagreements.”

 

2.18       Section 14.3 of the Agreement is herebyamended to read as follows:

 

“Section 14.3         GasImbalances  Seller and Buyeracknowledge and agree to the following regarding possible gas imbalances on anyof the Assets transferred by this Agreement:

 

                (a)           GasBalance Status: Schedule 2.14 sets forth any Imbalances pertaining to theAssets.

 

                (b)           GasUnderproduction: In the event Seller is under-produced as to any well(s) locatedon the Assets, Buyer agrees not to hold Seller liable for such underproduction,subject to Seller’s representation in Section 2.14.  Seller, however, agrees to assign to Buyerall of its rights to make up such underproduction.

 

                (c)           GasOverproduction: In the event Seller is overproduced as to any well(s) locatedon the Assets, Buyer acknowledges and agrees that its share of gas from anysuch overproduced well(s) on the Assets may at some point be curtailed byunderproduced working interest owners. Seller shall not be liable to Buyer inthe event such curtailment occurs, subject to Seller’s representation in Section 2.14.

 

                (d)           Sellerand Buyer agree that Buyer will assume the liability for the volumes of Imbalancesshown on Schedule 2.14.

 

                (e)           Theprovisions of this Section shall survive Closing.”

 

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2.19       Section 14.6 of the Agreement is herebyamended to read as follows:

 

“Section 14.6         Preservationof Books and Records  For a period ofseven (7) years following the Closing Date, the party in possession of theoriginals shall retain the original books, records and files relating to theAssets and shall make such books, records and files available to the otherparty, upon reasonable notice, for review and copying (at the expense of theparty requesting to review and/or copy same) at the headquarters of the partyin possession (or at such other location in the United States as the party inpossession may designate in writing to the other party) at reasonable times andduring regular office hours. Buyer acknowledges that Seller may need to reviewand copy such books, records and files in connection with litigation or otherbusiness purposes. Buyer’s obligation under this Section 14.6 shallsurvive Closing and shall continue in the event the Assets or any portionthereof are sold or otherwise transferred to third parties.”

 

2.20       Section 15.4(a) of the Agreement ishereby amended to read as follows:

 

“              (a)           The Buyer or its Affiliate, as applicable, shall grant tothe Continuing Employees credit for their past service years as outlined in thedata provided by Seller to Buyer pursuant to Section 15.1 for thefollowing: (i) vesting and eligibility purposes under any employee benefitprograms maintained by the Buyer or its Affiliate in which they are availableto participate and (ii) determining the duration and amount of theirbenefits under any sick pay or sick leave policy or vacation policy, maintainedby the Buyer or its Affiliate in which they are eligible to participate.  Seller shall use commercially reasonableefforts to provide Buyer with all necessary transition assistance, includingany applicable service credit information relating to Continuing Employees, toenable Buyer to develop and implement compensation and benefit plans andprograms for any Continuing Employees.”

 

2.21       Section 16.1(m) of the Agreement ishereby amended to read as follows:

 

“              (m)          “Governmental Authorization” shall mean any approval,consent, license, permit, registration, variance, exemption, waiver, or otherauthorization issued, granted, given, or otherwise made available by or underthe authority of any Governmental Authority or pursuant to any federal, state,local, or municipal law, order, constitution, ordinance, or rule, including rules ofcommon law, regulation, statute, treaty, or other legally enforceable directiveor requirement.”

 

3.             Miscellaneous.

 

                3.1.          Ratification of Agreements.  The Agreement as hereby amended is herebyratified and confirmed in all respects. Any reference to the Agreement in anydocument is now a reference to the Agreement as hereby amended.

 

                3.2.          Counterparts. This Amendment may be separately executed in counterparts and by thedifferent parties hereto in separate counterparts, each of which when soexecuted constitutes one and the same Amendment.

 

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                3.3.          Entire Agreement; Amendments.  This Amendment, the Agreement, the Exhibitsand Schedules attached thereto or referred to therein, and the instruments anddocuments delivered or to be delivered at Closing, embody the entire agreementbetween the Parties with respect to the subject matter hereof and supersede allprior representations, agreements and understandings, oral or written withrespect thereto.  This Agreement may notbe modified orally, but only by an agreement signed by the Party or Partiesagainst whom any waiver, change, amendment, modification or discharge may besought to be enforced.

 

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                IN WITNESSWHEREOF, the parties hereto have executed this Amendment to Purchase and SaleAgreement as of the date first above written.

 

 
|   | **BUYER**:                                                    |
|--------|---------------------------------------------------------------|
|   |                                                          |
|   | **LINN ENERGY HOLDINGS, LLC**                                 |
|   |                                                          |
|   | By:                                                           | /s/  Mark E. Ellis |   |
|   | Name: MARK  E. ELLIS                                     |
|   | Title:   President and Chief Operating Officer |
|   |                                                          |
|   |                                                          |
|   | **SELLER:**                                                   |
|   |                                                          |
|   | **LAMAMCO DRILLING COMPANY**                                  |
|   |                                                          |
|   |                                                          |
|   | By:                                                           | /s/  Stanley J. Miller |   |
|   | Name: STANLEY  J. MILLER                                 |
|   | Title:   Partner                               |
|        |                                                               |  |  |  |

 

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